Exhibit 99.1

        FACTORS TO CONSIDER IN CONNECTION WITH FORWARD LOOKING STATEMENTS

We have incurred losses since inception and anticipate that we will incur
continued losses for the foreseeable future. We do not have a current source of
product revenue and may never be profitable.

      We are a development stage company and since our inception, our source of
working capital has been public and private sales of our stock. We incurred a
net loss of approximately $2,295,000 for the year ended July 31, 2001 and
approximately $1,868,000 for the nine months ended April 30, 2002. We have
continued to incur losses since April 2002. In addition, we had working capital
deficit of approximately $831,000 as of July 31, 2001 and approximately
$1,480,000 as of April 30, 2002, and an accumulated deficit of approximately
$60,839,000 as of April 30, 2002.

      We expect to continue to incur substantial operating losses in the future.
Our profitability will depend on our ability to develop, obtain regulatory
approvals for, and effectively market ONCONASE(R). The FDA has not, and may not,
approve ONCONASE(R). We do not know if, or when, we will:

o     complete our product development efforts,

o     show that our products are safe and effective in clinical trials,

o     submit an NDA for any of our product candidates,

o     receive regulatory approval for any of our product candidates, or

o     sell sufficient approved products to generate enough revenue to enable us
      to earn a profit.

      We will seek to generate revenue through licensing, marketing and
development arrangements prior to receiving revenue from the sale of our
products, but we may not be able to successfully consummate any licensing,
marketing or development arrangements. We, therefore, are unable to predict the
extent of any future losses or the time required to achieve profitability, if at
all.

We may not be able to utilize all of our net operating loss carryforwards.

      At July 31, 2001, we had federal net operating loss carryforwards of
approximately $40,185,000 that expire from 2002 to 2021. We also had investment
tax credit carryforwards of approximately $18,000 and research and
experimentation tax credit carryforwards of approximately $913,000 that expire
from 2002 to 2021. New Jersey has enacted legislature permitting certain
corporations located in New Jersey to sell state tax loss carryforwards and
state research and development credits, or tax benefits. In December 1999, we
realized net proceeds of $756,000 from the sale of our allocated tax benefits.
In December 2000, we realized net proceeds of an additional $451,000 from the
sale of our allocated tax benefits. In December 2001, we realized net proceeds
of an additional $354,000 from the sale of our allocated tax benefits. We will
attempt to sell our remaining approximately $1,051,000 net operating loss
carryforwards between July 1, 2002 and June 30, 2003, but, as there is a limited
market for these types of sales, we cannot predict whether we will be
successful.

We need additional financing immediately to continue operations and this
financing may not be available on acceptable terms, if it is available at all.

      We need financing immediately in order to continue operations, including
completion of our current clinical trials and filing an NDA. As a result of our
continuing losses and lack of capital, the report of our independent auditors on
our July 31, 2001 financial statements included an explanatory paragraph which
states that our recurring losses, working capital deficit and limited liquid
resources raise


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substantial doubt about our ability to continue as a going concern. Our
financial statements at July 31, 2001 and April 30, 2002 do not include any
adjustments that might result from the outcome of this uncertainty. If the
results of the continuation of our current clinical trial does not indicate the
efficacy and safety of ONCONASE(R) for malignant mesothelioma, our ability to
raise additional capital will be adversely affected. Even if an NDA is filed, we
will need additional financing to complete the approval process. As we have no
liquid resources and significant liabilities, we need to raise additional
capital in order to remain in operation. We believe our current operating levels
require $160,000 of cash per month. We do not presently maintain the cash
balance needed to fund our operations. In the near term, we expect to seek
additional capital financing through the sales of equity in private placements
but cannot be sure that we will be able to raise capital on favorable terms or
at all. In addition, we expect some funds to be available through loans from our
Chief Executive Officer, although no such loans are required to be made. We will
need additional financing to fund our operations once these sources if received,
are exhausted. We cannot be sure these funds will be received; however, if the
funds are received they will assist us in satisfying our liquidity needs.

Our clinical trials could take longer to complete and cost more than we expect.

      We are currently continuing our Phase III clinical trial of ONCONASE(R)
for the treatment of malignant mesothelioma. The rate of completion of our
clinical trial depends upon many factors, including the rate of enrollment of
patients for the second part of the Phase III trial. Patient enrollment of the
second part of the trial began in April 1999 and is expected to be completed
December 2002. Because of the small patient population available for this trial,
the rate of enrollment has been slower than anticipated. If we are unable to
accrue sufficient additional patients in our trial during the appropriate
period, we may need to delay the submission of an FDA filing and will likely
incur significant additional costs. In addition, the FDA or institutional review
boards may require us to delay, restrict, or discontinue our clinical trial in
the event of unacceptable toxicity caused by the treatment.

      All statutes and regulations governing the conduct of clinical trials are
subject to change by various regulatory agencies, including the FDA, in the
future, which could affect the cost and duration of our clinical trials. Any
unanticipated costs or delays in our clinical studies would delay our ability to
generate product revenues and to raise additional capital and could cause us to
be unable to fund the completion of the studies.

If the results of larger scale clinical trials do not show the same promising
results as earlier trials, we will have to abandon the failed product candidate
after the expenditure of significant additional funds.

      During the course of our research and development, we may find that
products that initially appeared promising no longer appear promising in
larger-scale Phase III clinical trials. Like many companies in the
pharmaceutical and biotechnology industries, we have experienced negative
results in clinical trials after experiencing promising results in earlier
trials. For example, in July 1998, we discontinued two Phase III clinical trials
testing ONCONASE(R) with tamoxifen as a treatment for pancreatic cancer due to
competitive pressures and our ability to accrue qualified patients in the
clinical trial. If, in the future, we experience negative results in our current
Phase III clinical trial or we have difficulty completing the trial, we may have
to curtail, redirect or eliminate our product development programs or spend
additional monies to complete more studies.

If we fail to obtain the necessary regulatory approvals, we will not be allowed
to commercialize our drugs and will not generate product revenues.

      We intend to file an NDA for ONCONASE(R) as a treatment for malignant
mesothelioma if the data from current clinical trials support its efficacy.
Obtaining FDA approval can take a substantial


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period of time and requires the expenditure of substantial resources for
research and development and testing.

      Even if we receive regulatory approval, such approval may involve
limitations on the indicated uses for which we may market our products. Further,
even after approval, discovery of previously unknown problems could result in
additional restrictions, including withdrawal of our products. In foreign
jurisdictions, we must receive marketing authorizations from the appropriate
regulatory authorities before we can commercialize our drugs. Foreign regulatory
approval processes generally include all of the risks associated with the FDA
approval procedures described above. If we fail to achieve regulatory approval
or foreign marketing authorizations of our first product candidate we will not
have a saleable product or product revenues for quite some time, if at all, and
may not be able to continue operations.

We are and will be dependent upon third parties for manufacturing, and will be
dependent on third parties for marketing, our products. If these third parties
do not devote sufficient time and resources to our products our revenues and
profits may be adversely affected.

      We do not have the facilities or expertise to manufacture or market our
products. We presently rely on third parties to perform certain of the
manufacturing processes for the production of ONCONASE(R) for use in clinical
trials. We intend to rely on third parties to manufacture and market our
products if they are approved for sale by the appropriate regulatory agencies
and are commercialized. Third party manufacturers may not be able to meet our
needs with respect to the timing, quantity or quality of our products or to
supply products on acceptable terms.

Our product candidates may not be accepted by the market.

      Even if approved by the FDA and other regulatory authorities, our product
candidates may not achieve market acceptance, which means we would not receive
significant revenues from these products. Approval by the FDA does not
necessarily mean that the medical community will be convinced of the relative
safety, efficacy and cost-effectiveness of our products as compared to other
products. In addition, third party reimbursers such as insurance companies and
HMOs may be reluctant to reimburse expenses relating to our products.

We depend upon key personnel and may not be able to retain these employees or
recruit qualified replacement or additional personnel, which would harm our
business.

      Because of the specialized scientific nature of our business, we are
highly dependent upon qualified scientific, technical and management employees.
There is intense competition for qualified personnel in the pharmaceutical
field. Therefore the loss of key scientific, technical or management personnel,
particularly Kuslima Shogen, our Chairman and Chief Executive Officer, would
most likely delay our clinical trials, the commercialization of our products and
the potential revenue from product sales. We carry key person life insurance on
the life of Ms. Shogen with a face value of $1,000,000, but this amount may not
be sufficient to cover our losses from any of these delays.

Our proprietary technology and patents may offer only limited protection against
infringement and the development by our competitors of competitive products.

      We currently own nine U.S. patents, four European patents and one Japanese
patent. We also have patent applications that are pending in the United States,
Europe and Japan, and an undivided interest in two patent applications that are
pending in the United States. The scope of protection afforded by patents for
biotechnological inventions can be uncertain, and such uncertainty may apply to
our patents


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as well. Therefore, our patents may not give us competitive advantages or afford
us adequate protection from competing products. Furthermore, others may
independently develop products that are similar to our products, and may design
around the claims of our patents.

      Patent litigation and intellectual property litigation are expensive. If
we were to become involved in litigation, due to our limited capital resources
and negative cash flow, we might not have the funds or other resources necessary
to carry on the litigation in an effective manner. This may prevent us from
protecting our patents or defending against claims of infringement.

Developments by competitors may render our products obsolete or non-competitive.

      Currently, there are no approved systemic treatments for malignant
mesothelioma. To our knowledge, no other company is developing a product with
the same mechanism of action as ONCONASE(R). Several companies, universities,
research teams and scientists are developing products to treat the same medical
conditions our products are intended to treat. These competitors include Eli
Lilly and Sugen, which are developing drugs for the treatment of malignant
mesothelioma. Some of our competitors, including Eli Lilly, are more experienced
and have greater clinical, marketing and regulatory capabilities and managerial
and financial resources than we do. This may enable them to develop products to
treat the same medical conditions our products are intended to treat before we
are able to complete the development of our competing product.

      Our business is very competitive and involves rapid changes in the
technologies involved in developing new drugs. If others experience rapid
technological development, our products may become obsolete before we are able
to recover expenses incurred in developing our products. We will probably face
new competitors as new technologies develop. Our success depends on our ability
to remain competitive in the development of new drugs. We may not be able to
compete successfully.

We may be sued for product liability.

      The use of our products by humans during testing of those products or
after regulatory approval entails a risk of adverse effects which could expose
us to product liability claims. We maintain product liability insurance in the
amount of $3,000,000 for claims arising from the use of our products in U.S.
clinical trials prior to FDA approval. Additionally, we also maintain product
liability insurance in Europe in the amount of DM20,000,000. This insurance
covers specifically Germany and Italy as well as additional European countries
as the need arises. We may not be able maintain our existing insurance coverage
or obtain coverage for the use of our products in the future. While we believe
that we maintain adequate insurance coverage, our current insurance coverage and
our financial resources may not be sufficient to pay any liability arising from
a product liability claim.

Our stock is thinly traded and you may not be able to sell our stock when you
want to do so.

      There has been no established trading market for our common stock since
the stock was delisted from Nasdaq in April 1999. Since then our common stock
has been quoted on the OTC Bulletin Board, and is currently thinly traded. From
December 2000 through May 2002, the weekly trading volume was as low as 4,160
shares per week and only as high as 309,100 shares for any week in such period.
You may be unable to sell our common stock when you want to do so if the trading
market continues to be limited.


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The price of our common stock has been, and may continue to be, volatile.

      The market price of our common stock, like that of the securities of many
other development stage biotechnology companies, has fluctuated over a wide
range and it is likely that the price of our common stock will fluctuate in the
future. Over the past three fiscal years, the sale price for our common stock,
as reported by Nasdaq and the OTC Bulletin Board has fluctuated from a low of
$0.19 to a high of $3.88. The market price of our common stock could be impacted
by a variety of factors, including:

o     announcements of technological innovations or new commercial products by
      us or our competitors,

o     disclosure of the results of pre-clinical testing and clinical trials by
      us or our competitors,

o     disclosure of the results of regulatory proceedings,

o     changes in government regulation,

o     developments in the patents or other proprietary rights owned or licensed
      by us or our competitors,

o     public concern as to the safety and efficacy of products developed by us
      or others,

o     litigation, and

o     general market conditions in our industry.

      In addition, the stock market continues to experience extreme price and
volume fluctuations. These fluctuations have especially affected the market
price of many biotechnology companies. Such fluctuations have often been
unrelated to the operating performance of these companies. Nonetheless, these
broad market fluctuations may negatively affect the market price of our common
stock.

Our charter documents and Delaware law may discourage a takeover of our company.

      We are currently authorized to issue 1,000,000 shares of preferred stock.
Our Board of Directors is authorized, without any approval of the stockholders,
to issue the preferred stock and determine the terms of the preferred stock.
There are no shares of preferred stock currently outstanding. The authorized
shares of preferred stock will remain available for general corporate purposes,
may be privately placed and can be used to make a change in control of our
company more difficult. Under certain circumstances, our Board of Directors
could create impediments to or frustrate persons seeking to effect a takeover or
transfer in control of our company by causing shares of preferred stock to be
issued to a stockholder who might side with the Board of Directors in opposing a
takeover bid that the Board of Directors determines is not in the best interests
of our company and its stockholders, but in which unaffiliated stockholders may
wish to participate. Furthermore, the existence of authorized shares of
preferred stock might have the effect of discouraging any attempt by a person,
through the acquisition of a substantial number of shares of common stock, to
acquire control of our company. Accordingly, the accomplishment of a tender
offer may be more difficult. This may be beneficial to management in a hostile
tender offer, but have an adverse impact on stockholders who may want to
participate in the tender offer. Consequently, the Board of Directors, without
further stockholder approval, could issue authorized shares of preferred stock
with rights that could adversely affect the rights of the holders of our common
stock to a stockholder which, when voted together with other securities held by
members of the Board of Directors and the executive officers and their families,
could prevent the majority stockholder vote required by our certificate of
incorporation or Delaware General Corporation Law to effect certain matters.


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